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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. ___)*
Edison Schools Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value per share
Class B Common Stock, $.01 par value per share
-----------------------------------------------
(Title of Class of Securities)
281033 10 0 (Class A Common Stock)
None Issued (Class B Common Stock)
-------------------------------
(CUSIP Number)
November 10, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[x] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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NAME OF REPORTING PERSON
(1) S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Christopher Whittle
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(2) (a) [_]
(b) [x]
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SEC USE ONLY
(3)
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CITIZENSHIP OR PLACE OF ORGANIZATION
(4) United States
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SOLE VOTING POWER
(5)
NUMBER OF
Class A Common Stock: 5,425,552 shares
Class B Common Stock: 1,265,304 shares
SHARES ----------------------------------------------
SHARED VOTING POWER
BENEFICIALLY (6)
OWNED BY 0 shares
----------------------------------------------
EACH SOLE DISPOSITIVE POWER
(7)
REPORTING
Class A Common Stock: 5,425,552 shares
Class B Common Stock: 1,265,304 shares
PERSON ----------------------------------------------
SHARED DISPOSITIVE POWER
WITH (8)
0 shares
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(9) Class A Common Stock: 5,425,552 shares
Class B Common Stock: 1,265,304 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(10) Not Applicable [__]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
(11) Class A Common Stock: 13.0%
Class B Common Stock: 34.0%
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TYPE OF REPORTING PERSON
(12)
IN
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Item 1(a). Name of Issuer:
Edison Schools Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
521 Fifth Avenue, 15th Floor
New York, NY 10175
Item 2(a). Name of Person Filing:
H. Christopher Whittle
Item 2(b). Address of Principal Business Office or, if None, Residence:
Edison Schools Inc.
521 Fifth Avenue, 15th Floor
New York, NY 10175
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Class A Common Stock, $.01 par value per share
Class B Common Stock, $.01 par value per share
Item 2(e). CUSIP Number:
281033 10 0 (Class A Common Stock)
None Issued (Class B Common Stock)
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable
Item 4. Ownership.
(a) Amount Beneficially Owned:
(i) Class A Common Stock: 5,425,552 shares*
(ii) Class B Common Stock: 1,265,304 shares**
(b) Percent of Class:
(i) Class A Common Stock: 13.0%
(ii) Class B Common Stock: 34.0%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote:
Class A Common Stock: 5,425,532 shares
Class B Common Stock: 1,265,304 shares
(ii) shared power to vote or to direct the vote:
0
(iii)sole power to dispose or to direct the disposition of:
Class A Common Stock: 5,425,532 shares
Class B Common Stock: 1,265,304 shares
(iv) shared power to dispose or to direct the disposition of:
0
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* The 5,425,552 shares of Class A Common Stock, $.01 par value per share,
of Edison Schools Inc. ("Class A Common Stock") beneficially owed by Mr. Whittle
includes (i) 59,205 shares of Class A Common Stock held of record by Mr.
Whittle, (ii) 738,402 shares of Class A Common Stock held of record by WSI Inc.,
(iii) 1,462,501 shares of Class A Common Stock held of record by WPA Investment
L.P., (iv) 337,500 shares of Class A Common Stock held of record by Whittle
Leeds Education Company L.L.C., (v) 775,050 shares of Class A Common Stock
issuable upon exercise of options that will be exercisable within 60 days of
December 31, 1999, (vi) 787,590 shares of Class A Common Stock issuable upon
exercise of options held of record by WSI Inc. that will be exercisable within
60 days of December 31, 1999, (vii) 665,795 shares of Class B Common Stock, $.01
par value per share, of Edison Schools Inc. ("Class B Common Stock") held of
record by Mr. Whittle, (viii) 225,882 shares of Class B Common Stock held of
record by WSI Inc., (ix) 162,501 shares of Class B Common Stock held of record
by WPA Investment L.P., (x) 37,500 shares of Class B Common Stock held of record
by Whittle Leeds Education Company L.L.C., (xi) 86,116 shares of Class B Common
Stock issuable upon exercise of options that will be exercisable within 60 days
of December 31, 1999 and (xii) 87,510 shares of Class B Common Stock issuable
upon exercise of options held of record by WSI Inc. that will be exercisable
within 60 days of December 31, 1999. Each share of Class B Common Stock is
convertible at any time, at the option of the holder, into one share of Class A
Common Stock. Each share of Class B Common Stock will convert automatically into
one share of Class A Common Stock upon its transfer in most circumstances or
upon the occurrence of other specified events.
** The 1,265,304 shares of Class B Common Stock beneficially owed by Mr.
Whittle includes (i) 225,822 shares of Class B Common Stock held of record by
WSI Inc., (ii) 162,501 shares of Class B Common Stock held of record by WPA
Investment L.P., (iii) 37,500 shares of Class B Common Stock held of record by
Whittle Leeds Education Company L.L.C., (iv) 86,116 shares of Class B Common
Stock issuable upon exercise of options that will be exercisable within 60 days
of December 31, 1999 and (v) 87,510 shares of Class B Common Stock issuable upon
exercise of options held of record by WSI Inc. that will be exercisable within
60 days of December 31, 1999.
This Schedule 13G reflects two transactions among H. Christopher
Whittle, WSI Inc., WEG L.P., WEG II L.P., WEG III L.P., WEG IV L.P., WEG V L.P.,
WEG VI L.P. and WEG VII L.P. WSI Inc. is the general partner of each of WEG
L.P., WEG II L.P., WEG III L.P., WEG IV L.P., WEG V L.P., WEG VI L.P. and WEG
VII L.P. Both of the transactions occurred on December 30, 1999.
In the first transaction, Mr. Whittle transferred an aggregate of
593,295 shares of Class A Common Stock to WSI Inc., WEG L.P., WEG II L.P., WEG
IV L.P., WEG V L.P., WEG VI L.P. and WEG VII L.P. in exchange for an aggregate
of 593,295 shares of Class B Common Stock. The shares of Class B Common Stock
transferred by WEG L.P., WEG II L.P., WEG IV L.P., WEG V L.P., WEG VI L.P. and
WEG VII L.P represented all of the shares of Class B Common Stock held by such
entities.
In the second transaction, pursuant to their respective agreements of
limited partnership, each of WEG L.P., WEG II L.P., WEG III L.P., WEG IV L.P.,
WEG V L.P., WEG VI L.P. and WEG VII L.P. liquidated and distributed their shares
of Class A Common Stock and Class B Common Stock (only WEG III L.P. held Class B
Common Stock at the time of the liquidation) to their respective partners. WEG
III L.P., WEG IV L.P. and WEG V L.P. also distributed warrants to purchase
shares of Class A Common Stock and Class B Common Stock. WSI Inc., as the
general partner of each of such entities, received shares in the liquidation.
Each of the limited partners are bound by lock-up agreements with the managing
underwriter of Edison Schools Inc.'s initial public offering, and are generally
prohibited from offering, pledging, selling or otherwise disposing of or
transferring such shares until May 8, 2000, which date is 180 days after the
date of the underwriting agreement relating to such initial public offering. In
these transactions, Mr. Whittle and WSI Inc. did not dispose of any shares in
which they held a pecuniary interest, other than the shares transferred in the
share exchange described above.
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Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
Not applicable
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: February 14, 2000 /s/ H. CHRISTOPHER WHITTLE
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H. Christopher Whittle
WSI INC.
By: /s/ H. CHRISTOPHER WHITTLE
---------------------------------
H. Christopher Whittle
President
WPA INVESTMENT L.P.
By: WSI INC. its general partner
By: /s/ H. CHRISTOPHER WHITTLE
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H. Christopher Whittle
President
WHITTLE LEEDS EDUCATION COMPANY L.L.C.
By: WSI INC. its managing member
By: /s/ H. CHRISTOPHER WHITTLE
----------------------------
H. Christopher Whittle
President
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Exhibit 1
IDENTITY OF MEMBERS OF GROUP
WSI Inc., a Delaware corporation, WPA Investment L.P., a Delaware
limited partnership, and Whittle Leeds Education Company L.L.C., a Delaware
limited liability company, beneficially own shares of Class A Common Stock, $.01
par value per share ("Class A Common Stock"), and Class B Common Stock, $.01 par
value per share ("Class B Common Stock"), of Edison Schools Inc. H. Christopher
Whittle is the president and sole stockholders of WSI Inc., and WSI Inc. is the
general partner of WPA Investment L.P. and the managing member of Whittle Leeds
Education Company L.L.C. Accordingly, Mr. Whittle is the beneficial owner of the
shares of Class A Common Stock and Class B Common Stock held of record by WSI
Inc., WPA Investment L.P. and Whittle Leeds Education Company L.L.C.
